Electronic Download of Images From the Hayden Williams Website
Commencement Date: has the meaning set out in clause 2.2.
Contract: the contract between the Licensor and the Licensee for the supply of Licensed Material for personal use via electronic download in accordance with these Conditions.
Licensed Material: any image available for download from the Site or any Reproductions thereof, or any other product protected by copyright, trademark, patent or other intellectual property right, which is licensed to Licensee by Licensor under the terms of this Agreement. Any reference in this Agreement to the Licensed Material shall be to each individual item within the Licensed Material and also to the Licensed Material taken as a whole.
Licensee: any person who uses the Site to download Licensed Material.
Licensor: Hayden Williams
Order: the Licensee’s order for Licensed Material placed via the Site
Reproduction/Reproduce: any form of duplication, copying or publication of any or all of the Licensed Material, via any medium and by whatever means, and/or the distortion or manipulation of the whole or any part of the Licensed Material and the creation of any derivative work from the Licensed Material
- A reference to a statute or statutory provision is a reference to it as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted.
- Any phrase introduced by the terms including, include, in particular or any similar expression, shall be construed as illustrative and shall not limit the sense of the words preceding those terms.
- Unless the context otherwise requires, words in the singular shall include the plural and vice versa.
- A reference to writing or written includes fax and email.
- Basis of contract
- The Order constitutes an offer by the Licensee to purchase Licensed Material in accordance with these Conditions.
- The Order shall only be deemed to be accepted when the Licensor issues written acceptance of the Order at which point and on which date the Contract shall come into existence (Commencement Date).
- These Conditions apply to the Contract to the exclusion of any other terms that the Licensee seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
- Any quotation given by the Licensor shall not constitute an offer.
- Costs and payment
- The cost of the Licenced Material shall be advertised on the Site and shall be inclusive of UK VAT (where applicable).
- The Licensee must ensure that any card or payment account he uses to place an Order is his or that he has authorisation from the owner of the card or payment account to make such payment. All credit/debit card holders may be subject to validation checks and authorisation by the card issuer. The Licensee agrees that payment pre-authorisation checks may be carried out on behalf of the Licensor. If the issuer of the card or provider of the payment service which the Licensor is using refuses to authorise payment the Order will not be accepted (or if already accepted, the Site will give the Licensor notice that his Order is cancelled).
- The Site and the Licensor accept no responsibility for any charges applied by the Licensee’s card issuer, bank or payment service provider when processing payments in accordance with these Conditions.
- Rights & Restrictions
- Subject to the terms and conditions contained herein, the Licensor grants to Licensee a non-exclusive, non-assignable and non-sub licensable right to download Licensed Material for personal use. The Licensee may not use the Licensed Material in any way whatsoever to charge money, collect fees, or receive any form of remuneration. The Licenced material may not be used in advertising, be resold, relicensed, or sub-licensed.
- The Licensee will not acquire any right, title or interest in or to the Licensed Material or any associated copyrights, other then the right to possess, hold and use the Licensed Material for personal, non-commercial purposes.
- There are no warranties, express or implied. ‘
- Defamatory or otherwise unlawful use of Licensed Material is strictly prohibited.
- Licensed Material shall not be incorporated into a logo, trademark or service mark.
- Licensed Material shall not be used contrary to any restriction on use that is notified to the Licensee prior to or at the time the Licensed Material is delivered to Licensee. Such restrictions may be included in the information provided with the Licensed Material on the Site, at the time the Order is placed, or in any other communication by the Licensor. Any such restriction provided to the Licensee shall be incorporated in this Agreement by reference.
- No ownership or copyright in any Licensed Material shall pass to Licensee by the issuance of the license contained in this Agreement. Except as expressly stated in this Agreement, the Licensor grants the Licensee no right or license, express or implied, to the Licensed Material.
- Unauthorised Use
- Any use of Licensed Material in a manner not expressly authorised by this Agreement or in breach of a term of this Agreement constitutes copyright infringement, entitling the Licensor to exercise all rights and remedies available to it under copyright laws around the world. The Licensee shall be responsible for any damages resulting from any such copyright infringement, including any claims by a third party.
- Entire agreement.
- This agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
- Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this agreement.
- Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.
- Third parties. No one other than a party to the Contract shall have any right to enforce any of its terms.
- Governing law. The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by, and construed in accordance with the law of England and Wales.
- Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.
- Entire agreement.